Candy Clouds and Chaos
by Rainbow999
Summary: Comet and her friends Flare and Dusk don't fit in at the Celestial Academy. But Comet always seems to mess things up, she didn't know that she had chaos magic inside of her. Luna sees this, and sends Comet and her friends to Ponyville so that Discord can teach her to tame it. But when she gets feelings for Discord and he returns them, she worries about how her friends will take it.
1. Chapter 1 - The Celestial Academy

It had been a terrible day. Comet Sparks, her friend Flare Storm and Dusk Aurora had definitely had a terrible day. It was pretty normal for them at the Celestial Academy though. If you are wondering why they had a terrible day, then you will know soon.

Comet was a purple unicorn with a striped blue mane. She was pretty normal in looks, but that wasn't the problem. She seemed to cause a mess wherever she went. Well, not really a mess, unexpected things seemed to pop up around her whenever she thought about them. She was also quite an 'egghead', as her classmates put it. Comet and her friends were all about the age of the newest alicorn princess (Twilight Sparkle), so the classmates knew how to insult.

Flare was practically a polar opposite. She was very quick to anger and was quite reckless. The pegasus didn't get into trouble though, it was weird how she never got caught. You could see her from a mile away, with that fiery mane and red coat. Her cutie mark was a lightning bolt. Flare was quick to defend her only friends against anyone, and would always be the joker of the group.

Dusk's source of bullying was that she was a lunar pegasus. Even regular pegasi were scarce at the academy, so for a lunar pegasus to be here… She had a dark purple coat and a black and silver mane. Her bat wings really stood out in a crowd and after all the teasing in her life, she had become quite defence of anypony. This meant she had a shield for a cutie mark, the mark of the Lunar Guard.

The three friends had been walking to their chemistry lesson, when Toxic Smoke (The biggest jerk of the school) tripped Comet. He was a green unicorn with a huge ego that went with his arrogant nature.

"Hey! What do you think you're doing you stupid mule!" Snarled Flare.

"Hey, I'm walking here! Get out of the way losers!" Toxic snapped back, earning a few snickers from the other ponies in the hall.

"Ignore him guys, he doesn't deserve it." Reassured Dusk.

"Let's hope that the princesses finally see sense and boot you guys to the dungeons," insulted Toxic. "It wouldn't be a surprise if they made me their private student as soon as they saw me."

"Let's hope that the princesses have been put in a mental asylum then, because that's the only way they'd ever do that," countered Flare. "We gotta get to lessons, bye Poison Joke!"

"It's Toxic Smoke!"

"Same thing."

Comet sadly followed her friends to the chemistry classroom. This seemed to be happening every day, she thought as she took her seat. Toxic Smoke, or Poison Joke as Flare Storm had started to call him, seemed to hate her the most. She knew why as well. She was one of the smartest students at the Celestial Academy and Toxic was trying to pull her to the bottom before Celestia noticed her. Not that she ever would get noticed, Comet thought sadly. Anyway, she should focus on her studies and why was everypony staring at her?

"Could you please tell us the answer Miss Sparks?" The professor repeated, sounding quite irritated.

"Better answer the question Sparky." Flare whispered in her ear.

Oh no! This day was just getting better and better.

"Um, could you repeat the question please?" Comet asked sheepishly.

"I asked if you knew what this potion was!" Groaned the professor.

"Oh! Sorry sir," She sighed. "The Discordant potion can reverse the effects of some poisons, but can have random side effects."

She overhead Flare saying to Dusk, "If only it could also get rid of things that are toxic as well…"

Dusk and Comet both giggled under their breath.

"It is named after the Spirit of Chaos, who I hope you will remember from your Equestrian history lessons, because of the random magical side effects that can happen." The professor went on.

The Professor had gone on to a rant about some of the side effects, the class had lost him. It had only been for a split-second, but Comet swore that her heart had started pounding as soon as he had talked about the spirit known as Discord. She shrugged it off as stress from Toxic tripping her.

Since the professor had already explained what they were doing, the class decided to just start the task while he was still talking. Dusk, Flare and Comet started work. The task was to make a Discordant potion from scratch, which would take all lesson. Nopony was really happy about making this particular potion, because the main ingredient was poison joke. Not the pony, but the plant. The unicorns were fine since they had magic, but none of the pegasi or earth ponies had joined a group that didn't have a magic user…

"Now for the poison joke." Comet said calmly.

Flare and Dusk backed away

"Careful…Careful…" She mumbled, trying to concentrate.

"You can do it!" Dusk cheered.

"We'll just watch…" Flare whispered anxiously.

At that moment, Comet saw a lot of white light that looked like a teleport spell. In the blinding flash, she swore she saw some sort of mismatched creature, but she blinked a few times and she wasn't sure she had seen it at all. Her magic felt a bit weird after it, but she internally blamed it on her lack of sleep. Studying was important after all.

As she was about to put the poison joke in the jar, she saw everyone looking at her. She looked at the floating flower, but it wasn't there. In its place was a cotton candy cloud. She gasped and wondered where the plant had gone. But then she noticed something very concerning. The pink cloud was rapidly spreading over the classroom, drenching everything in chocolate milk. It started to 'hail' poison joke all over the classroom.

The students were running around in panic, and the professor was looking straight at Comet with an unreadable expression on his face. He seemed really worried, and really, really angry.

Comet wished that the cloud would disappear and to her surprise, it just popped out of existence. Everypony stared at her in horror. She would give anything to just be out of that room, out of everypony's gaze.

"Comet?" Dusk whispered nervously.

And for the second time today, Comet's wish was granted. She teleported back to her dorm, leaving everypony in a sea of poison joke.


	2. Chapter 2 - To Earn Forgiveness

**Hey guys, thank you for reading my fanfic! By the way, I would like to say that this is an alternate universe fic (duh), so the future events of season 5 will not appear in this. Have fun and keep reading!**

Discord was bored. Well not really bored, but more bored than usual. When you are used to spreading chaos all over Equestria, it takes a while to get used to being normal again. Well as normal as a draconequus chaos god could be.

He figured he'd go and bug Fluttershy a bit. If she ever did get bugged by him, she seemed to be the kindest pony around Ponyville. The first pony to become friends with him after his chaos reign. (except Princess Luna).

He teleported into her cottage, causing her to squeak in surprise.

"Oh, it's just you Discord. You scared me for a second there." The yellow pegasus apologised.

"I'm sorry my dear, I just wanted to bug, _I mean see _you." He explained.

"Oh, Discord. You don't have to ask twice. I don't think I have even seen you since the Tirek incident."

Discord looked down at the ground sadly.

"Oh I didn't mean it like that!" Fluttershy cried.

"No you were right," the spirit said gloomily. "I don't deserve to have anyone as a friend after that.

"Discord, you are my friend. I would never stop being yours! Tirek manipulated you, it wasn't your fault!" She comforted.

The draconequus looked at his friend. Her worried expression was enough to stop him being so depressed. Fluttershy really was the best friend he could ever ask for.

"I suppose you are right," he sighed, stroking his beard thoughtfully. "But I insist on helping you and your friends in some way."

"_Our _friends."

"Right, _our_ friends."

"Oh, Discord. You don't have to do that!" The pegasus reassured the Spirit of Chaos.

"I _insist_ on it. Please let me do something, I won't turn Pinkie's mane into cotton candy again."

"Discord!"

"What? It suited her."

"Yes, but you only just stopped her from eating it!"

They both laughed as Fluttershy thought about what her friend had said.

"Well, if you insist on helping…" The yellow pegasus thought out loud.

"I do."

"I think Twilight was busy figuring out how to get information for her studies. Maybe you could help her?"

"Sure, Sparklebutt could use me in this deadly studying operation!"

Some camouflaged battle armour appeared on him. It was made out of books that said '_An Egghead's guide to stealing from Celestia's Cake Stash_'.

Fluttershy giggled and said, "You're never going to let that go are you?"

"It was in the most secure section of the palace vaults! Where they keep dangerous artifacts!"

They chuckled again. Fluttershy smiled, it was the first time she had seen her friend since he had apologised after the incident. She winced at the memory, Tirek had been truly dangerous. With his raw power, he didn't have much strength. But he had been a great deceiver. He had told Discord that he could offer him the one thing nopony else could. Freedom. But now that Discord had truly made friends with everypony, she knew that he no longer wished for anything else in life.

"Anyway, what did Twilight want for her studies?"

She snapped out of her thoughts and answered, "Oh, I think she was saying something about a book on chaos magic…"

"Chaos magic? Is she trying to spy on me or something?" Discord groaned.

"No, I think Princess Luna wanted to know about it. She asked Twilight if she knew anything and now Twilight is getting paranoid that it might be a surprise test."

"Oh god, now I have _TWO _alicorns after me? How could this get any worse! I should run for the hills! But I might see Twilight about this research first, throw her off my scent."

"You do mean help her right?"

"I might get her that book, but to distract her! Knowing her, she'd spend hours re-reading it."

"Well I hope she finds out lots! She might make you a test subject though…"

Discord gulped. A test subject. Him? Standing in one place for an hour with wires stuck to his head? That sounded so boring. What did Twilight need to know about him anyway? Couldn't she ask him instead of snooping around some ancient books? He did want to make it up to everypony though, so…

_At Twilight's castle_

Spike cringed when he saw the normally tidy alicorn running around with books floating all over the place. The crystal tree had been turned into some sort of dump. Papers were scattered all over the floor, books were manically being flipped open and one pony was extremely panicked.

Twilight was a mess. And that was an understatement. She had been like this ever since she got that letter from Luna. Twilight kept insisting it was a test, but the letter said nothing about that! Spike re-read it anxiously, trying to find a way to calm the alicorn down.

_Dear Princess Twilight,_

_I have been running the Celestial Academy recently and have found that I need to know more about chaos magic. Nothing to get worried about, just have a student that needs to know more on the subject. Since Discord doesn't seem like the type to get tested on, I would like it if you could tell me anything you may know._

_We don't really have that much information in books about it, since only one being can wield it properly. I was hoping that you might know more than me, since you and your friends are quite close to him. But if you have nothing, I believe there might be something in the Academy's library._

_So if you know anything at all, I would be grateful to hear it._

_Princess Luna._

_(By the way, Spike? Please don't let Twilight get freaked out about this)._

Spike looked back to the alicorn.

"Twilight! Stop!"

"How can I? I need to pass this test or my time in Ponyville is over!"

Spike face-clawed. She really thought that this 'test' would make the Princesses kick her out of Ponyville?

"Twilight! This is not a test!"

"OH! AND YOU TELL ME WHAT IT IS THEN!" She snapped.

Spike winced at the sudden volume. He needed to calm her down.

"Princess Luna said for you to not freak out! You're not going to disobey a royal order are you?"

Twilight stopped freaking out. She turned to face her assistant, a sad look on her face.

"It's not a test? Why would she want me to research it then?"

"Maybe she was just wondering if you knew anything."

Twilight hugged her assistant and said, "Spike, you always know how to snap me out of it. That's why you're my number one assistant!"

"I'll clean this up for you."

She smiled and thanked Spike. That dragon was always there for her. She levitated all of the books on the floor into an empty room, Spike running after them. Twilight then turned to the book onto her desk and started to read what little she could find about chaos magic. It was a very outdated book that was covered in dust. It clunked as it landed on the desk, spreading dust everywhere. She coughed as she started to read.

_Chaos magic is very rare. So rare that it has become just a legend now. The one creature who had this particular magic was called Discord. Since he had taken over Equestria once, it proves how powerful this magic is. It is rumoured that not all his magic was locked away when he was set in stone and that at some point in the future, it will find a new host._

Twilight realised this book would definitely not help her. It was written before he got out of stone again. It even said that chaos magic was a legend. She had seen it herself!

"Oh! I'm never going to find anything!"

Twilight hit her head against the book, causing dust to fly everywhere. She then noticed a familiar flash of white light, and a certain draconequus stepped into her home.

"Hi Discord!"

Thank goodness for that. She was really starting to freak out then. Twilight mentally noted to never kick Discord out during study, he knew everything! Except it was rather hard to understand him, since he always told her things in riddles and messed up her treecastle.

"Hello to you as well, Princess of the Dusty Castle," Discord bowed as he said this, "do you ever clean this place up?"

Twilight looked around. That book she had been reading had spread dust all over the room.

"Oh, that. Well I was trying to find out about…"

The alicorn stopped mid-sentence. She couldn't just say that she had basically been reading up on Discord behind his back, instead of asking him.

"Chaos magic?" Discord helped her along.

Oh Celestia, he knew.

"I'm sorry."

"Sorry? Sorry for what? Fluttershy told me about you and Lulu's spying. I don't mind if you needed to know about it, but I am bugged you didn't ask me…"

Twilight breathed a sigh of relief and said, "Oh, well I didn't think to ask you."

"It's fine. But I will read what has gotten Luna so interested in me, a secret admirer perhaps?"

"You wish." Twilight laughed.

"Hey, one can hope."

Discord read the letter and then looked strangely at Twilight.

"Um, why didn't you go and look at the Celestial Academy's library?"

"I can't go, because ponies can't teleport to the inside of the school. It would make it easy for terrorists."

"Terrorists? Really? In a land of colourful ponies and rainbows?"

"Trust me, there are most definitely some weird unicorns out there."

"And you would know how?"

Twilight shook her head and swept away some irritating dust on her desk. If Discord knew what she was reading up on, then he might be able to help her research along. She smiled and said nonchalantly,

"So um… Discord? Is there anything helpful that you may know?"

"Errm, not really…"

The alicorn's smiled wavered, then eventually disappeared.

"You don't know…"

"Yep!"

"How can you NOT know? It's YOUR MAGIC!"

"Chaos is complicated. It doesn't like being understood, it does not have the same rules as other magic. And if you figure out how it works… Well it just morphs into something else."

"Well if you don't know, then why did you come?"

Discord looked at the ground sadly before continuing.

"Ah, well… Um. After the whole Tirek thing, I have decided that I should go and help everypony a bit. Try to get one step closer to forgiveness you know?"

Twilight stared at him in surprise. She wasn't expecting that.

"Discord, we have already forgiven you though."

"I don't want you to give it to me, I want to earn it."

She gasped. Was this really the same Discord that she and her friends fought? Or was this somepony else? He had really changed, and this was proof of it.

"I guess I won't deny that to you if you really want it. But how could you help me if you don't know?"

"Ahh! But I do!"

"You just said you!"

Discord cut her off and said,

"I know how to know!"

"Come again?"

"I know how to get something that will help you!"

"Wow! Really?"

"Yes, I remember now! Something about a book called _Chaos_ _Wielder_ in the Celestial Academy!"

Twilight frowned.

"Discord you forget what we just said a minute ago! It would be impossible to get into the Academy! I can't teleport, because they would block me! I can't even walk in because I need to send this report by the end of today! There's no time to take a train or fly!"

Discord smiled as he brought his head to her level.

"And you, are forgetting what _I _said a minute ago. Chaos magic does not have the same rules as other magic."

The alicorn gained a smile as big as Rainbow Dash's ego.

"You mean…"

"I can just teleport into the library and borrow the book, then you do your thing and I'll return it!"

"Oh thank you Discord! I won't let Luna down!"

She bounced up and down grinning. Discord seemed to think about something, then looked at the happy pony with a confused expression.

"Why does Lulu want to learn about chaos magic anyway?"

Twilight finally stopped bouncing and responded.

"I don't really know. I think her letter said that she had a student that wanted to know more."

"Ah, well all for ponies interested in me. Maybe I should write an autobiography! It would be way better than this stupid chapter anyway!"

"Chapter? What are you?"

Twilight shook her head and sighed. Discord definitely had lots in common with Pinkie Pie.

"Anyway, I will bid you my farewell. I will go on a highly dangerous book rescue mission for you."

"Okay, see you later Discord! Thanks for helping me."

"No problem my dear!"

Discord vanished in a lot of white light. Spike finally came out of the room and asked who she had been talking to.

"A true friend Spike. A true friend."

_Back with Discord_

The draconequus teleported away from Twilight. She had really given him an adventure! He was not bored anymore. Discord was travelling through the void between teleportations, when he felt something slam into him.

"Ow! What was that?"

He tried to cross the void again, but he still couldn't get through the wall that was blocking him.

"An invisible barrier? Resistant to chaos magic? Tia must be upgrading her defences…"

He shook off what he was feeling. This couldn't be a defence, right? If it was, it would be made out of Tia or even Lulu's magic. But this barrier had raw chaos energy leaping off it, barely contained. It was like when he was first getting to grips with his magic. Discord felt his heart beat quicken. What, or even who was behind the making of this forcefield? It might not even be a barrier, it could just be that someone in there was filled with strange magic, similar to his? But that couldn't be! Could it?

He purposely blanked his mind to focus on what he was doing. He would just have to ask someone later.

Lucky for him, Discord was experienced at finding loopholes in chaos. This barrier (If it even was one) was probably set to have a high protection from long distance teleports (Discord was going with the 'Tia forcefield' theory). So if he could just teleport from short distances, say room to room, then the wall would not be as strong in protecting the areas.

Discord snapped his talons, hoping for it to work. He had teleported into an empty chemistry lab. Only a few more rooms to go.

He snapped his talons again, but this time in quick succession. Discord was in the library in no time. Now he just had to find that book, which wouldn't be hard. He used his magic to track down where the book was (Chaos magic can do practically anything).

The book titled _Chaos Wielder_ floated out of its shelf. Many would just pick it up, but not Discord. The book grew legs and arms, ran over to Discord, jumped up and hugged him.

"I know you missed me good little book, but I need to not be seen. Okay?"

The book nodded and promptly vanished.

Now to get out of here, the draconequus thought to himself.

He flashed through many classrooms, some even occupied. But nopony would actually be able to see him teleporting at this speed, unless they had chaos magic too. But that was impossible.

One of the rooms he went through was a chemistry lab. A problem was that him getting so close to a certain unicorn who had never had any other chaos magic around her that might interfere with her own… Yeah. Discord didn't realize this as he continued to flash through the rooms, excited to be on his way to forgiveness. He didn't realize that when he caused Comet to lose control, he had started something that would affect both of their lives forever.


End file.
